Clearwire ‘considering DISH bid’, but board still recommends initial Sprint offer

4 Feb 2013

Clearwire has confirmed that it is still considering majority owner Sprint Nextel’s USD2.97 per share offer to buy the 50% of the company that it does not already own, while also noting that satellite TV giant DISH Network’s unsolicited USD3.30 per share counter-bid remains under consideration. However, Clearwire admits that its special board committee – consisting of ‘disinterested directors not appointed by Sprint’ – has not changed its recommendation to accept Sprint’s bid. Citing a detailed filing lodged by Clearwire with the Securities and Exchange Commission (SEC), Fierce Wireless observes that Clearwire has gone to great lengths to detail its efforts to seek strategic partners, wholesale customers and alternatives beyond working with majority owner Sprint.

With reference to the preliminary proxy statement filed by Clearwire, Sprint issued the following statement: ‘Today’s filing speaks for itself. After a rigorous and extensive two-year process, Clearwire pursued numerous strategic opportunities, including discussing the sale of spectrum with no fewer than ten parties and a series of ongoing conversations with DISH that date back to 2010. Clearwire’s proxy makes very clear that Sprint’s definitive agreement to acquire Clearwire provides both the best value for shareholders and stability amid an uncertain future. We continue to believe that the DISH proposal is illusory and conditioned on many things, including the receipt of governance rights, a spectrum sale and a commercial agreement which are not actionable under our merger agreement and other agreements between Clearwire and Sprint. We are pleased the Clearwire board continues to recommend approval of our transaction and look forward to closing our merger and delivering even greater wireless service to the American consumer’.

United States, Clearwire, DISH Network, Sprint Corporation (now part of T-Mobile US)